MERGER AGREEMENT dated as of January 30, 2024 by and among Alps Global Holding Berhad, as the Company, Globalink Investment Inc., as Parent, GL Sponsor LLC, in the capacity as the Parent Representative, and Dr. Tham Seng Kong, in the capacity as the...Merger Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks • Delaware
MERGER AGREEMENT dated as of January 30, 2024 (this “Agreement”), by and among (i) Alps Global Holding Berhad, a company formed under the laws of Malaysia (the “Company”), (ii) Globalink Investment Inc., a Delaware corporation (“Parent”), (iii) GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Parent Representative”), and (iv) Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective time for the Company Shareholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of , 2024, and shall be effective as of the Closing (as defined below), is made and entered into by and among (i) Alps Life Science Inc.(formerly known as Globalink Investment Inc.), a Delaware corporation (the “Company”), (ii) each of the undersigned parties that are Pre-BC Investors (as defined below), and (iii) each of the former shareholders of Alps Global Holding Berhad, a company formed under the laws of Malaysia (“Alps Global”) whose names are listed on Exhibit A hereto (each a “Alps Global Shareholder” and collectively the “Alps Global Shareholders”) (each of the foregoing parties (other than the Company) and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
FORM OF COMPANY SHAREHOLDERS SUPPORT AGREEMENTCompany Shareholders Support Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
This COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of , 2024 (this “Support Agreement”), is entered into by and among the Shareholders named on the signature page hereto (each, a “Shareholder”), Alps Global Holding Berhad, a company formed under the laws of Malaysia (the “Company”), and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of , 2024 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Alps Global Holding Berhad, a company formed under the laws of Malaysia (the “Company”) and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
In connection with the proposed business combination (the “Transaction”) by and among Globalink Investment Inc. a Delaware corporation (“Parent”), Alps Global Holding Berhad, a Company formed under the laws of Malaysia (“Target”), pursuant to that certain Merger Agreement, dated as of January [●], 2024 (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”), by and among Parent, Target and certain other parties named therein, Parent is seeking commitments to purchase shares of Parent’s securities (the “Securities”), on the terms more fully described in Exhibit A (the “Purchase Price”), in a private placement to be conducted by Parent (the “Offering”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2024 by and between the undersigned stockholder (the “Holder”), Globalink Investment Inc., a Delaware corporation (the “Parent”) and GL Sponsor LLC, in the capacity as the Parent representative (the “Parent Representative”).
